Common use of Other Enforcement Rights Clause in Contracts

Other Enforcement Rights. (a) Each Trustee may, but unless first requested so to do by the Majority Holders and furnished with reasonable indemnity satisfactory to it pursuant to Section 9.3(f) hereof shall not (subject to the provisions of Section 9.1) be under any obligation to, proceed to protect and enforce this Indenture, the Notes and each other Credit Document by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein or therein provided, or for foreclosure thereunder, or for the appointment of a receiver or receivers for the foreclosure thereunder, or for the appointment of a receiver or receivers for the Trust Estate or other Collateral or any part thereof, for the recovery of judgment for the obligations hereby secured or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (b) In case an Indenture Event of Default has occurred and is continuing and there shall be pending any case or proceedings for the bankruptcy or for the reorganization or arrangement of the Issuer, the Parent or SDDI, under the federal bankruptcy laws or any other applicable law or in connection with the insolvency of the Issuer, the Parent or SDDI, or in case a custodian, receiver or trustee shall have been appointed for the Issuer, the Parent or SDDI, or in case of any other proceedings in respect of the Issuer, the Parent or SDDI, the Trustee may file such proof of claim and other papers or documents as may be necessary or advisable in order to have the claims of any Trustee and of the Note Holders allowed in any judicial proceedings relative to the Issuer, the Parent or SDDI, and, irrespective of whether the principal of all of the Notes shall then be due and payable as therein expressed, by proceedings for the prepayment thereof, by declaration or otherwise, the Trustee shall be entitled and empowered to file and prove a claim for the whole amount of principal, applicable Make-Whole Amount (if any) and interest owing and unpaid in respect of the Notes, and any other sum or sums owing thereon or pursuant thereto or pursuant hereto, and to collect and receive any or other Property payable or deliverable on any such claim, and to distribute the same as provided in Section 4.3; and any receiver, custodian, assignee or trustee in bankruptcy, trustee or debtor in reorganization or trustee or debtor in any proceedings for the adoption of an arrangement is hereby authorized by each holder of any Note, by the acceptance of the Note or Notes held by it, to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Note Holders, to pay to each of the Trustees any amount due it for compensation and expenses, including reasonable external counsel fees, incurred by it up to the date of such distribution; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to accept or adopt, on behalf of any holder of the Notes, any plan of reorganization or readjustment of the Issuer affecting the Notes or the rights of any holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of any holder in any such proceedings. (c) The Issuer hereby irrevocably appoints the Trustee as the Issuer's attorney-in-fact and proxy, with full authority in the place and stead of the Issuer and in the name of the Issuer or otherwise, from time to time during the continuance of an Indenture Event of Default in the Trustee's discretion, to take any action and to execute any instrument which the Trustee may deem necessary or advisable to accomplish the purposes of this Indenture, including, without limitation: (a) to ask, demand, collect, sue xxx, recover, compound, receive and give acquittance and receipts for monies due and to become due under or in respect of any of the Collateral; and (b) to file any claims or take any action or institute any proceedings which the Trustee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Trustee with respect to any of the Collateral. Without limiting the generality of the foregoing and whether or not an Indenture Event of Default shall have occurred and be continuing, the Trustee shall have the right to receive, collect and endorse all checks made payable to the Issuer or the Issuer's order representing payments under the Shell Contract or any payment on account of any of the Collateral and to give full discharge therefor. (d) If the Issuer or the Parent fails to perform any act or to take any action which hereunder or under any other Credit Document to which it is a party, the Issuer or the Parent is required to perform or take, or to pay any money which hereunder or under any other Credit Document the Issuer or the Parent is required to pay, the Trustee, in the Issuer's or the Parent's name or in its own name, may (but shall not be obligated to) following notice to the Issuer or Parent perform or cause to be performed such act or take such action or pay such money, and any expenses so incurred by the Trustee, and any money so paid by the Trustee, shall be a demand obligation owing by the Issuer and shall bear interest from the date of making such payment until paid at the Default Rate and shall be secured by this Indenture and by any other instrument securing the obligations secured hereby. Upon making any such payment, the Trustee shall be subrogated to all of the rights of the Person receiving such payment, which rights will be held by the Trustee to secure the obligations secured hereby. (e) Anything in this Indenture to the contrary notwithstanding, the Majority Holders shall have the right, at any time, by an instrument or instruments in writing, executed and delivered to any Trustee and providing for indemnity satisfactory to it pursuant to Section 9.3(f), to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture; provided, however, that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture.

Other Enforcement Rights. (a) Each The Trustee may, but unless first requested so to do by the Majority Holders a Supermajority of Owners and furnished with reasonable indemnity reasonably satisfactory to it pursuant to Section 9.3(f) Article 10 hereof shall not (subject to the provisions of Section 9.110.1) be under any obligation to, proceed to protect and enforce this Indenture, the Notes Notes, the Parent Guaranty and each other Credit any Security Document by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein or therein provided, or for foreclosure or orderly liquidation thereunder, or for the appointment of a receiver or receivers for the foreclosure thereunder, or for the appointment of a receiver or receivers for the Trust Estate or other Collateral or any part thereof, for the recovery of judgment for the obligations hereby secured or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (b) In case an Indenture Event of Default has occurred and is continuing and there shall be pending any case or proceedings for the bankruptcy or for the reorganization or arrangement of the Issuer, the Parent or SDDI, under the federal bankruptcy laws or any other applicable law or in connection with the insolvency of the Issuer, the Parent or SDDI, or in case a custodian, receiver or trustee shall have been appointed for the Issuer, the Parent or SDDI, or in case of any other proceedings in respect of the Issuer, the Parent or SDDI, the Trustee may file such proof of claim and other papers or documents as may be necessary or advisable in order to have the claims of any the Trustee and of the Note Holders Owners allowed in any judicial proceedings relative to the Issuer, the Parent or SDDI, and, irrespective of whether the principal of all of the Notes shall then be due and payable as therein expressed, by proceedings for the prepayment thereof, by declaration or otherwise, the Trustee shall be entitled and empowered to file and prove a claim for the whole amount of principal, applicable Make-Whole Amount (if any) principal and interest owing and unpaid in respect of the Notes, and any other sum or sums owing thereon or pursuant thereto or pursuant hereto, and to collect and receive any or other Property payable or deliverable on any such claim, and to distribute the same as provided in Section 4.35.3; and any receiver, custodian, assignee or trustee in bankruptcy, trustee or debtor in reorganization or trustee or debtor in any proceedings for the adoption of an arrangement is hereby authorized by each holder of any Note, by the acceptance of the Note or Notes held by itOwner, to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Note HoldersOwners, to pay to each of the Trustees Trustee any amount due it for compensation and expenses, including reasonable external counsel fees, incurred by it up to the date of such distribution; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to accept or adopt, on behalf of any holder of the NotesOwner, any plan of reorganization or readjustment of the Issuer affecting the Notes or the rights of any holder thereofOwner, or to authorize or empower the Trustee to vote in respect of the claim of any holder Owner in any such proceedings. (c) The Issuer hereby irrevocably appoints the Trustee and the Collateral Agent as the Issuer's attorney-in-fact and proxy, with full authority in the place and stead of the Issuer and in the name of the Issuer or otherwise, from time to time during the continuance of an Indenture Event of Default in the Trustee's discretion, to take any action and to execute any instrument which the Trustee may deem necessary or advisable to accomplish the purposes of this IndentureIndenture or the Security Documents, including, without limitation: (a) to ask, demand, collect, sue xxxfor, recover, compound, receive and give acquittance and receipts for receiptx xor monies due and to become due under or in respect of any of the Collateral; and (b) to file any claims or take any action or institute any proceedings which the Trustee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Trustee with respect to any of the Collateral. Without limiting the generality of the foregoing and whether or not an Indenture Event of Default shall have occurred and be continuingforegoing, the Trustee and the Collateral Agent shall have the right to receive, collect and endorse all checks made payable to the Issuer or the Issuer's order representing payments under the Shell Contract or any payment on account of any of the Collateral and to give full discharge therefor. (d) order. If the Issuer or the Parent fails to perform any act or to take any action which hereunder or under any other Credit Security Document to which it is a party, the Issuer or the Parent is required (or has the right) to perform or take, or to pay any money which hereunder or under any other Credit Security Document the Issuer or the Parent is required to pay, the TrusteeTrustee and\or the Collateral Agent, in the Issuer's or the Parent's name or in its own name, may (but shall not be obligated to) following notice to the Issuer or Parent perform or cause to be performed such act or take such action or pay such money, and any expenses so incurred by the Trusteeincurred, and any money so paid by the TrusteeTrustee and\or the Collateral Agent, shall be a demand obligation owing by the Issuer and shall bear interest from the date of making such payment until paid at the Default Rate and shall be secured by this Indenture and by any other instrument securing the obligations secured herebyRate. Upon making any such payment, the Trustee and\or Collateral Agent shall be subrogated to all of the rights of the Person receiving such payment, which rights will be held by the Trustee and\or Collateral Agent to secure the obligations secured hereby. (ed) Anything in this Indenture to the contrary notwithstanding, the Majority Holders a Supermajority of Owners shall have the right, at any time, by an instrument or instruments in writing, executed and delivered to any Trustee and and\or Collateral Agent, after providing for indemnity satisfactory to it pursuant to Section 9.3(f)the Trustee and Collateral Agent, to direct the method and place of conducting all proceedings to be taken by the Trustee and\or Collateral Agent in connection with the enforcement of the terms and conditions of this IndentureIndenture and the Security Documents; provided, however, that such direction shall not be otherwise than in accordance with violate the express provisions of law and of this IndentureIndenture or applicable law.

Other Enforcement Rights. (a) Each Trustee may, but unless first requested so to do by the Majority Holders and furnished with reasonable indemnity satisfactory to it pursuant to Section 9.3(f) hereof shall not (subject to the provisions of Section 9.1) be under any obligation to, The Administrative Agent may proceed to protect and enforce this IndentureAgreement, each other Financing Document and the Notes and each other Credit Document by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein or therein providedgranted, or for foreclosure thereunder, or for the appointment of a receiver or receivers for the foreclosure thereunder, or for the appointment of a receiver or receivers for the Trust Estate or other Collateral or any part thereof, for the recovery of judgment for the obligations indebtedness hereby secured or for the enforcement of any other proper, proper legal or equitable remedy available under applicable law. (b) In case the event that an Indenture Event of Default has occurred and is continuing and there shall be pending any case or proceedings for the bankruptcy or for the reorganization or arrangement of the Issuer, the Parent or SDDI, Borrower under the federal bankruptcy laws or any other applicable law or in connection with the insolvency of the Issuer, the Parent or SDDI, Borrower or in case the event that a custodian, receiver or trustee shall have been appointed for Borrower or the Issuer, the Parent or SDDICollateral, or in case the event of any other proceedings in respect of Borrower or the Issuer, the Parent or SDDI, the Trustee may file such proof of claim and other papers or documents as may be necessary or advisable in order to have the claims of any Trustee and of the Note Holders allowed in any judicial proceedings relative to the Issuer, the Parent or SDDI, and, Collateral irrespective of whether the principal of all of the Notes shall then be due and payable as therein expressed, by proceedings for the prepayment payment thereof, by declaration or otherwise, the Trustee Holders shall be entitled and empowered to file and prove a claim for the whole amount of principalprincipal and interest, applicable Make-Whole Amount (if any) and interest , owing and unpaid in respect of the Notes, and any other sum or sums owing thereon or pursuant thereto or pursuant hereto, and to collect and receive any monies or other Property property payable or deliverable on any such claim, and to distribute the same as provided in Section 4.3after the deduction of its charges and expenses; and any receiver, custodian, assignee or trustee in bankruptcy, trustee or debtor in reorganization or trustee or debtor in any proceedings for the adoption of an arrangement is hereby authorized by each holder of any NoteHolder, by the acceptance of the Note or Notes held by it, to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Note Holders, it to pay to each of the Trustees Holders any amount due it for compensation and expenses, including reasonable external counsel fees, incurred by it up to the date of such distribution; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to accept or adopt, on behalf of any holder of the Notes, any plan of reorganization or readjustment of the Issuer affecting the Notes or the rights of any holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of any holder in any such proceedings. (c) The Issuer hereby irrevocably appoints the Trustee as the Issuer's attorney-in-fact and proxy, with full authority in the place and stead of the Issuer and in the name of the Issuer or otherwise, from time to time during the continuance of an Indenture Event of Default in the Trustee's discretion, to take any action and to execute any instrument which the Trustee may deem necessary or advisable to accomplish the purposes of this Indenture, including, without limitation: (a) to ask, demand, collect, sue xxx, recover, compound, receive and give acquittance and receipts for monies due and to become due under or in respect of any of the Collateral; and (b) to file any claims or take any action or institute any proceedings which the Trustee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Trustee with respect to any of the Collateral. Without limiting the generality of the foregoing and whether or not an Indenture Event of Default shall have occurred and be continuing, the Trustee shall have the right to receive, collect and endorse all checks made payable to the Issuer or the Issuer's order representing payments under the Shell Contract or any payment on account of any of the Collateral and to give full discharge therefor. (d) If the Issuer or the Parent fails to perform any act or to take any action which hereunder or under any other Credit Document to which it is a party, the Issuer or the Parent is required to perform or take, or to pay any money which hereunder or under any other Credit Document the Issuer or the Parent is required to pay, the Trustee, in the Issuer's or the Parent's name or in its own name, may (but shall not be obligated to) following notice to the Issuer or Parent perform or cause to be performed such act or take such action or pay such money, and any expenses so incurred by the Trustee, and any money so paid by the Trustee, shall be a demand obligation owing by the Issuer and shall bear interest from the date of making such payment until paid at the Default Rate and shall be secured by this Indenture and by any other instrument securing the obligations secured hereby. Upon making any such payment, the Trustee shall be subrogated to all of the rights of the Person receiving such payment, which rights will be held by the Trustee to secure the obligations secured hereby. (e) Anything in this Indenture to the contrary notwithstanding, the Majority Holders shall have the right, at any time, by an instrument or instruments in writing, executed and delivered to any Trustee and providing for indemnity satisfactory to it pursuant to Section 9.3(f), to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture; provided, however, that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture.

Other Enforcement Rights. (a) Each In addition, the Trustee may, but unless first requested so to do by the Majority Holders and furnished with reasonable indemnity satisfactory to it pursuant to Section 9.3(f) hereof shall not (subject to the provisions of Section 9.1) be under any obligation to, may proceed to protect and enforce this Indenture, the Notes and each Indenture or any other Credit Security Document by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein or therein provided, or for foreclosure thereunder, or for the appointment of a receiver or receivers for the foreclosure thereunder, or for the appointment of a receiver or receivers for the Trust Estate or other Collateral or any part thereof, for the recovery of judgment for the obligations hereby thereby secured or for the enforcement of any other proper, legal or equitable remedy available under applicable law. Any receiver appointed by the Trustee shall be deemed to be an agent of the Issuer and not the Trustee. (b) In case an Indenture Event of Default has occurred and is continuing and there shall be pending any case or proceedings for the bankruptcy or for the reorganization bankruptcy, reorganization, liquidation, proposal or arrangement of the Issuer, the Parent or SDDI, Issuer under the federal bankruptcy laws Bankruptcy Code or any other applicable law or in connection with the insolvency of the Issuer, the Parent or SDDI, or in case a custodian, receiver or trustee shall have been appointed for the Issuer, the Parent or SDDI, or in case of any other similar proceedings in respect of the Issuer, the Parent or SDDITrustee shall have the right (and, if so directed in writing by the Required Secured Parties, the Trustee may obligation) to file such proof of claim and other papers or documents as may be necessary or advisable in order to have the claims of any the Trustee and of the Note Holders holders of the Secured Obligations allowed in any such judicial proceedings relative to the Issuer, the Parent or SDDI, Issuer and, irrespective of whether the principal of all of the Notes Secured Obligations shall then be due and payable as therein expressed, by proceedings for the prepayment thereof, by declaration or otherwise, the Trustee shall be entitled and empowered to file and prove a claim for the whole amount of principal, applicable Make-Whole Amount (if any) principal and interest owing and unpaid in respect of the NotesSecured Obligations, any make-whole amount, breakage costs or other premium and any other sum or sums owing thereon or pursuant thereto or pursuant hereto, and to collect and receive any or other Property payable or deliverable on any such claim, and to distribute the same as provided in Section 4.33.2; and any receiver, custodian, assignee or trustee in bankruptcy, trustee or debtor in reorganization or trustee or debtor in any proceedings for the adoption of an arrangement is hereby authorized by each holder of any NoteSecured Obligations, by the acceptance of the Note or Notes Secured Obligations held by it, to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Note Holdersholders of the Secured Obligations, to pay to each of the Trustees Trustee any amount due it for compensation and expenses, including reasonable external counsel attorneys’ fees, incurred by it up to the date of such distribution; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to accept or adopt, on behalf of any holder of the NotesSecured Obligations, any plan of reorganization or readjustment of the Issuer affecting the Notes Secured Obligations or the rights of any holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of any holder in any such proceedings. (c) The Issuer hereby irrevocably appoints the Trustee as the Issuer's ’s attorney-in-fact and proxy, with full authority in the place and stead of the Issuer and in the name of the Issuer or otherwise, from time to time during the continuance of an Indenture Event of Default in the Trustee's ’s discretion, to take any action and to execute any instrument which the Trustee may deem necessary or advisable to accomplish the purposes of this IndentureIndenture and the other Security Documents, including, without limitation: (ai) to ask, demand, collect, sue xxxxxx for, recover, compound, receive and give acquittance and receipts for monies due and to become due under or in respect of any of the Collateral; and (bii) to file any claims or take any action or institute any proceedings which the Trustee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Trustee with respect to any of the Collateral. Without limiting the generality of the foregoing and whether or not an Indenture Event of Default shall have occurred and be continuing, the Trustee shall have the right to receive, collect and endorse all checks made payable to the Issuer or the Issuer's ’s order representing payments under the Shell Contract Facility Lease Agreements or any payment on account of any of the Collateral and to give full discharge thereforother Lease Documents. (d) If the Issuer fails (beyond any applicable grace period or the Parent fails cure period) to perform any act or to take any action which hereunder or under any other Credit Security Document to which it is a party, party the Issuer or the Parent is required to perform or take, or to pay (beyond any applicable grace period or cure period) any money which hereunder or under any other Credit Security Document the Issuer or the Parent is required to pay, the Trustee, in the Issuer's or the Parent's ’s name or in its own name, may (but shall not be obligated to) ), following notice to the Issuer or Parent Issuer, perform or cause to be performed such act or take such action or pay such money, and any expenses so incurred by the Trustee, and any money so paid by the Trustee, shall be a demand obligation owing by the Issuer and shall bear interest from the date of making such payment until paid at the Default Rate and shall be become an obligation secured by this Indenture the Security Documents and by any other instrument securing the obligations secured herebythereby. Upon making any such payment, the Trustee shall be subrogated to all of the rights of the Person receiving such payment, which rights will be held by the Trustee to secure the obligations secured herebyby the Security Documents and the other Financing Documents. (e) Anything in this Indenture to the contrary notwithstanding, the Majority Holders shall have the right, at any time, by an instrument or instruments in writing, executed and delivered to any Trustee and providing for indemnity satisfactory to it pursuant to Section 9.3(f), to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture; provided, however, that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture.

Other Enforcement Rights. (a) Each Trustee may, but unless first requested so to do by the Majority Required Holders and furnished with reasonable indemnity reasonably satisfactory to it pursuant to Section 9.3(f10.3(f) hereof shall not (subject to the provisions of Section 9.110.1) be under any obligation to, proceed to protect and enforce this Indenture, the Notes and each any other Credit Project Document by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement herein or therein provided, or for foreclosure thereunder, or for the appointment of a receiver or receivers for the foreclosure thereunder, or for the appointment of a receiver or receivers for the Trust Estate or other Collateral or any part thereof, for the recovery of judgment for the obligations hereby secured or for the enforcement of any other proper, legal or equitable remedy available under applicable law. (b) In case an Indenture Event of Default has occurred and is continuing and there shall be pending any case or proceedings for the bankruptcy or for the reorganization or arrangement of the Issuer, the Parent or SDDI, under the federal bankruptcy laws or any other applicable law or in connection with the insolvency of the Issuer, the Parent or SDDI, or in case a custodian, receiver or trustee shall have been appointed for the Issuer, the Parent or SDDI, or in case of any other proceedings in respect of the Issuer, the Parent or SDDI, the Trustee may file such proof of claim and other papers or documents as may be necessary or advisable in order to have the claims of any Trustee and of the Note Holders allowed in any judicial proceedings relative to the Issuer, the Parent or SDDI, and, irrespective of whether the principal of all of the Notes shall then be due and payable as therein expressed, by proceedings for the prepayment thereof, by declaration or otherwise, the Trustee shall be entitled and empowered to file and prove a claim for the whole amount of principal, applicable Make-Whole Amount and/or Breakage Amount (if any) and interest owing and unpaid in respect of the Notes, and any other sum or sums owing thereon or pursuant thereto or pursuant hereto, and to collect and receive any or other Property payable or deliverable on any such claim, and to distribute the same as provided in Section 4.35.3; and any receiver, custodian, assignee or trustee in bankruptcy, trustee or debtor in reorganization or trustee or debtor in any proceedings for the adoption of an arrangement is hereby authorized by each holder of any Note, by the acceptance of the Note or Notes held by it, to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Note Holders, to pay to each of the Trustees any amount due it for compensation and expenses, including reasonable external counsel fees, incurred by it up to the date of such distribution; provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to accept or adopt, on behalf of any holder of the Notes, any plan of reorganization or readjustment of the Issuer affecting the Notes or the rights of any holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of any holder in any such proceedings. (c) The Issuer hereby irrevocably appoints the Trustee as the Issuer's attorney-in-fact and proxy, with full authority in the place and stead of the Issuer and in the name of the Issuer or otherwise, from time to time during the continuance of an Indenture Event of Default in the Trustee's discretion, to take any action and to execute any instrument which the Trustee may deem necessary or advisable to accomplish the purposes of this Indenture, including, without limitation: (a) to ask, demand, collect, sue xxxfor, recover, compound, receive and give acquittance and receipts rxxxipts for monies due and to become due under or in respect of any of the Collateral; and (b) to file any claims or take any action or institute any proceedings which the Trustee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Trustee with respect to any of the Collateral. Without limiting the generality of the foregoing and whether or not an Indenture Event of Default shall have occurred and be continuing, the Trustee shall have the right to receive, collect and endorse all checks made payable to the Issuer or the Issuer's order representing payments under the Shell SDDI Contract or any payment on account of any of the Collateral and to give full discharge therefor. (d) If the Issuer or the Parent fails to perform any act or to take any action which hereunder or under any other Credit Project Document to which it is a party, the Issuer or the Parent is required (or has the right) to perform or take, or to pay any money which hereunder or under any other Credit Project Document the Issuer or the Parent is required to pay, the Trustee, in the Issuer's or the Parent's name or in its own name, may (but shall not be obligated to) following notice to the Issuer or Parent perform or cause to be performed such act or take such action or pay such money, and any expenses so incurred by the Trustee, and any money so paid by the Trustee, shall be a demand obligation owing by the Issuer and shall bear interest from the date of making such payment until paid at the Default Rate and shall be secured by this Indenture and by any other instrument securing the obligations secured hereby. Upon making any such payment, the Trustee shall be subrogated to all of the rights of the Person receiving such payment, which rights will be held by the Trustee to secure the obligations secured hereby. (e) Anything Unless and until the rights of the Trustee in the Trust Estate have been assigned to the Sureties as provided in the Performance Bond, anything in this Indenture to the contrary notwithstanding, the Majority Required Holders shall have the right, at any time, by an instrument or instruments in writing, executed and delivered to any Trustee and providing for indemnity satisfactory to it pursuant to Section 9.3(f), to direct the method and place of conducting all proceedings to be taken by the Trustee in connection with the enforcement of the terms and conditions of this Indenture; provided, however, that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture.